KMB · Kimberly-Clark
274 filings
KMB 8-K Current Reports
Kimberly-Clark - 274 current reports
KMB filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 111 current reports (8-K) between 2016 and 2026.
- 8-K · Jan 25, 2016
- 10-K · Feb 11, 2016
- 8-K · Feb 22, 2016
- 10-Q · Apr 22, 2016
- 8-K · Apr 22, 2016
- 8-K · May 5, 2016
- 8-K · Jun 15, 2016
- 10-Q · Jul 25, 2016
- 8-K · Jul 25, 2016
- 8-K · Jul 29, 2016
- 8-K · Oct 24, 2016
- 10-Q · Oct 24, 2016
- 8-K · Nov 16, 2016
- 8-K · Jan 24, 2017
- 10-K · Feb 8, 2017
- 8-K · Apr 21, 2017
- 8-K · Apr 24, 2017
- 10-Q · Apr 24, 2017
- 8-K · May 5, 2017
- 8-K · Jul 25, 2017
- 10-Q · Jul 25, 2017
- 8-K · Sep 7, 2017
- 10-Q · Oct 23, 2017
- 8-K · Oct 23, 2017
- 8-K · Nov 16, 2017
- 8-K · Jan 23, 2018
- 10-K · Feb 8, 2018
- 8-K · Feb 22, 2018
- 8-K · Apr 23, 2018
- 10-Q · Apr 23, 2018
- 8-K · May 11, 2018
- 8-K · Jul 24, 2018
- 10-Q · Jul 24, 2018
- 8-K · Sep 12, 2018
- 8-K · Oct 22, 2018
- 8-K · Oct 22, 2018
- 10-Q · Oct 22, 2018
- 8-K · Oct 29, 2018
- 8-K/A · Nov 16, 2018
- 8-K · Jan 23, 2019
- 8-K · Feb 7, 2019
- 10-K · Feb 7, 2019
- 8-K · Feb 25, 2019
- 8-K · Mar 8, 2019
- 8-K · Apr 22, 2019
- 10-Q · Apr 22, 2019
- 8-K · Apr 26, 2019
- 8-K · May 3, 2019
- 8-K · Jul 23, 2019
- 10-Q · Jul 23, 2019
- 8-K · Sep 18, 2019
- 10-Q · Oct 22, 2019
- 8-K · Oct 22, 2019
- 8-K · Nov 21, 2019
- 8-K · Dec 17, 2019
- 8-K · Jan 23, 2020
- 8-K · Feb 7, 2020
- 10-K · Feb 13, 2020
- 8-K · Mar 24, 2020
- 8-K · Mar 26, 2020
- 8-K · Apr 22, 2020
- 10-Q · Apr 22, 2020
- 8-K · Apr 29, 2020
- 10-Q · Jul 23, 2020
- 8-K · Jul 23, 2020
- 8-K · Sep 3, 2020
- 8-K · Sep 11, 2020
- 8-K · Sep 16, 2020
- 8-K · Oct 22, 2020
- 10-Q · Oct 22, 2020
- 8-K · Jan 25, 2021
- 10-K · Feb 11, 2021
- 8-K · Apr 14, 2021
- 10-Q · Apr 23, 2021
- 8-K · Apr 23, 2021
- 8-K · Apr 29, 2021
- 10-Q · Jul 23, 2021
- 8-K · Jul 23, 2021
- 8-K · Sep 15, 2021
- 8-K · Oct 25, 2021
- 10-Q · Oct 25, 2021
- 8-K · Nov 2, 2021
- 8-K · Jan 26, 2022
- 10-K · Feb 10, 2022
- 8-K · Mar 7, 2022
- 8-K · Mar 22, 2022
- 10-Q · Apr 22, 2022
- 8-K · Apr 22, 2022
- 8-K · Apr 27, 2022
- 10-Q · Jul 26, 2022
- 8-K · Jul 26, 2022
- 8-K · Sep 15, 2022
- 10-Q · Oct 25, 2022
- 8-K · Oct 25, 2022
- 8-K · Jan 25, 2023
- 10-K · Feb 9, 2023
- 8-K · Feb 16, 2023
- 8-K · Apr 20, 2023
- 8-K · Apr 25, 2023
- 10-Q · Apr 25, 2023
- 10-Q · Jul 25, 2023
- 8-K · Jul 25, 2023
- 8-K · Sep 13, 2023
- 8-K · Oct 24, 2023
- 10-Q · Oct 24, 2023
- 8-K · Jan 24, 2024
- 8-K · Jan 30, 2024
- 10-K · Feb 8, 2024
- 8-K · Mar 27, 2024
- 10-Q · Apr 23, 2024
- 8-K · Apr 23, 2024
- 8-K · May 2, 2024
- 8-K · Jul 23, 2024
- 10-Q · Jul 23, 2024
- 10-Q · Oct 22, 2024
- 8-K · Oct 22, 2024
- 8-K · Nov 13, 2024
- 8-K · Dec 10, 2024
- 8-K · Jan 28, 2025
- 8-K · Jan 28, 2025
- 10-K · Feb 13, 2025
- 8-K · Apr 22, 2025
- 10-Q · Apr 22, 2025
- 8-K · May 2, 2025
- 8-K · May 6, 2025
- 8-K/A · May 6, 2025
- 8-K · May 19, 2025
- 8-K · Jun 5, 2025
- 8-K · Jul 25, 2025
- 8-K · Aug 1, 2025
- 10-Q · Aug 1, 2025
- 10-Q · Oct 30, 2025
- 8-K · Oct 30, 2025
- 8-K · Nov 3, 2025
- 8-K · Nov 7, 2025
- 8-K · Dec 4, 2025
- 8-K · Jan 16, 2026
- 8-K · Jan 27, 2026
- 8-K · Jan 29, 2026
- 10-K · Feb 12, 2026
- 10-Q · Apr 28, 2026
- 8-K · Apr 28, 2026
- 8-K · May 5, 2026
- 8-K · May 14, 2026
- 10-Q · Aug 4, 2026
- 8-K · Aug 4, 2026
- 8-K · Sep 28, 2026
- 8-K · Oct 1, 2026
- 8-K · Oct 13, 2026
- 8-K · Oct 15, 2026
- 8-K · Oct 20, 2026
- 8-K · Oct 28, 2026
- 8-K · Oct 29, 2026
- 8-K · Nov 2, 2026
Kimberly-Clark 8-K Report, Acquisition Completed (Nov 2, 2026)
On November 2, 2026, Kimberly-Clark Corporation completed its previously announced acquisition of Kenvue Inc. under a Merger Agreement dated November 2, 2025. Kenvue became a wholly owned subsidiary and was then merged into Kenvue LLC. Kenvue common stockholders received 0.14625 shares of Kimberly-Clark common stock plus $3.50 in cash per share, and the filing states that Kimberly-Clark delivered or is obligated to deliver approximately 281,060,840 shares in aggregate. Three Kenvue directors (Richard E. Allison, Jr., Larry J. Merlo and Kirk L. Perry) joined the Kimberly-Clark Board, and Mae C. Jemison, Christa S. Quarles and Jaime Ramirez resigned. The company also approved a Kenvue Integration Program, expected to run from November 2, 2026 through December 31, 2029, with cumulative pre-tax charges of approximately $3.1 billion ($2.5 billion cash and $0.6 billion non-cash) and about $1.4 billion of related capital expenditures. The program is intended to achieve operating profit synergies by 2030. Separately, one-time premium-priced stock option awards were approved for executives and eligible employees, with a grant date of December 1, 2026, and an exercise price equal to the greater of $120.00 and 110% of the closing price on the grant date. Amended By-Laws also took effect upon the closing. The accompanying press release reaffirms anticipated run-rate synergies of approximately $2.1 billion, consisting of about $1.9 billion in cost synergies captured within three years of close and about $500 million in incremental profit from revenue synergies, partially offset by about $300 million of reinvestment, captured within four years. The combined company will operate four segments, and the release describes 10 billion-dollar brands.
Kimberly-Clark 8-K Report, Material Agreement (Oct 29, 2026)
On October 29, 2026, Kimberly-Clark Corporation completed a private offering of $4.9 billion aggregate principal amount of senior unsecured notes in five tranches: $750 million of 5.100% Notes due 2028, $1.0 billion of 5.300% Notes due 2029, $1.25 billion of 5.450% Notes due 2031, $750 million of 5.650% Notes due 2034, and $1.15 billion of 5.800% Notes due 2036. The notes rank equally with the company's existing and future unsecured senior indebtedness, including its existing senior notes. The offering was conducted in connection with the company's previously announced proposed acquisition of Kenvue Inc. The company intends to use the net proceeds, together with cash on hand and/or commercial paper borrowings, to fund the cash consideration for the Acquisition and to pay related fees and expenses, with any remaining proceeds for general corporate purposes. The filing describes a special mandatory redemption feature: if the Acquisition has not been consummated within five business days after the later of May 31, 2027 or any later Outside Date agreed by the parties, or if the company notifies the trustee it will not pursue the Acquisition, the company must redeem all notes at 101% of principal plus accrued and unpaid interest. Kenvue's existing senior notes are subject to exchange offers commenced September 28, 2026, and the notes will be fully and unconditionally guaranteed by Kenvue under specified circumstances. The company also entered a registration rights agreement requiring commercially reasonable efforts to complete a registered exchange offer within 365 days after the Acquisition closes, with additional interest payable if it fails to do so. Separately, the remaining $3.9 billion of commitments under the November 2025 bridge loan Debt Commitment Letter with JPMorgan Chase Bank, N.A. terminated on October 29, 2026, as a result of the net cash proceeds from the notes. Previously, $3.8 billion of those commitments had been terminated on December 9, 2025, in connection with new revolving and delayed draw term loan credit agreements.
Kimberly-Clark 8-K Report, Corporate Update (Oct 28, 2026)
Kimberly-Clark Corporation (NASDAQ: KMB) reported in this Form 8-K, dated October 27, 2026, that it has extended the expiration date of its offers to exchange any and all outstanding notes issued by Kenvue Inc. (NYSE: KVUE) for up to $7.0 billion aggregate principal amount of new Kimberly-Clark notes. The expiration date moved from 5:00 p.m. New York City time on October 27, 2026 to 5:00 p.m. New York City time on November 2, 2026, and may be extended further. The Exchange Offers are conditioned, among other things, on the consummation of Kimberly-Clark's pending acquisition of Kenvue, a condition that Kimberly-Clark may not waive. As of 5:00 p.m. on October 27, 2026, holders had validly tendered Kenvue notes across all seven series, with tender levels ranging from 73.93% of the 5.050% Senior Notes due 2028 to 98.54% of the 5.050% Senior Notes due 2053. On October 9, 2026, the early participation date, requisite consents were received to adopt amendments to the Kenvue indenture, and a supplemental indenture was executed. Those amendments become operative only when the Exchange Offers settle, which is expected promptly after the Expiration Date. The Kimberly-Clark notes are being offered privately to qualified institutional buyers and eligible non-U.S. persons, and have not been registered under the Securities Act. The filing also amends the offering memorandum dated September 28, 2026 to incorporate Kenvue's unaudited consolidated financial statements for the three and nine months ended September 27, 2026 and September 28, 2025, which will be included in Kenvue's Form 10-Q. The press release (Exhibit 99.1) states that no party is making a recommendation on whether holders should tender their Kenvue notes.
Kimberly-Clark 8-K Report, Corporate Update (Oct 20, 2026)
On October 19, 2026, Kimberly-Clark Corporation priced a private offering of senior unsecured notes with a combined aggregate principal amount of $4.9 billion, issued in five tranches maturing in 2028, 2029, 2031, 2034 and 2036, with coupons from 5.100% to 5.800%. The company expects the offering to close on or about October 29, 2026, subject to customary closing conditions. The notes are being sold only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, and they have not been registered under the Securities Act. The proceeds are intended to fund the cash consideration for the proposed acquisition of Kenvue Inc., expected to be completed in the fourth quarter of 2026, along with related fees and expenses. Any remaining proceeds are expected to be used for general corporate purposes. Kimberly-Clark may also use cash on hand and/or borrowings under its commercial paper program. The offering is not conditioned on completion of the acquisition. If the acquisition is not consummated by five business days after the later of May 31, 2027 or any later Outside Date agreed by the parties, or if Kimberly-Clark notifies the trustee that it will not pursue the acquisition, the company must redeem all notes at 101% of principal plus accrued and unpaid interest. Separately, Kimberly-Clark commenced exchange offers and consent solicitations for Kenvue's existing senior notes on September 28, 2026. If specified conditions are met, the new notes will be fully and unconditionally guaranteed by Kenvue. Completion of the exchange offers is not guaranteed on the described terms or at all.
Kimberly-Clark 8-K Report, Financial Results (Oct 15, 2026)
Kimberly-Clark Corporation reported preliminary, unaudited estimates for the three months ended September 30, 2026, alongside a Form 8-K press release reaffirming its 2026 outlook. Estimated net sales were $4,134 million, compared with $4,150 million in the prior-year quarter. Organic Sales Growth was (1.3)%, compared with 2.5% a year earlier. Reported operating profit was $516 million, compared with $621 million, while adjusted operating profit was $677 million, compared with $683 million. Deloitte & Touche LLP has not audited or reviewed these figures, and management notes that results may change during the quarter-end close. Earnings per share diverged sharply depending on the measure. Diluted EPS attributable to Kimberly-Clark was estimated at $5.37, versus $1.34, which the filing attributes largely to a $4.33 per-share IFP Transaction gain excluded from adjusted results. Adjusted EPS attributable to Kimberly-Clark was estimated at $1.70, versus $1.82. Adjusted EPS from continuing operations was $1.70, versus $1.45. Non-GAAP adjustments for the quarter included $106 million of Kenvue Acquisition costs at the operating profit level. Cash and cash equivalents were estimated at $1,874 million, compared with $617 million. The company stated that its 2026 outlook is unchanged. It expects Organic Sales Growth about 100 basis points below its weighted average category growth, reflecting roughly 100 basis points of impact from previously disclosed China social media disruptions. It expects adjusted operating profit to grow mid-single digits, and adjusted EPS from continuing operations to grow high single digits, both on a constant-currency basis. It expects adjusted EPS attributable to Kimberly-Clark to decline at a low single-digit rate on a constant-currency basis. The outlook excludes the pending Kenvue Acquisition, divestitures, and unidentified items. Final third-quarter and nine-month results are scheduled for release on November 5, 2026.
Kimberly-Clark 8-K Report, Corporate Update (Oct 13, 2026)
Kimberly-Clark Corporation (NASDAQ: KMB) reported in this Form 8-K, filed October 13, 2026, the early tender results of its exchange offers and consent solicitations for notes issued by Kenvue Inc. (NYSE: KVUE), in connection with its pending acquisition of Kenvue. As of 5:00 p.m. New York City time on October 9, 2026 (the Early Participation Date), the requisite number of consents had been received to adopt proposed amendments to the Kenvue indenture for all outstanding series of Kenvue Notes. Kenvue has executed a supplemental indenture implementing the amendments, which become operative only upon settlement of the exchange offers. The amendments would eliminate substantially all restrictive covenants, eliminate certain Event of Default triggers (other than payment failures), eliminate the SEC reporting covenant, and remove certain restrictions on consolidation, merger, or asset conveyance for Kenvue. The exchange offers cover up to $7.0 billion aggregate principal amount of new Kimberly-Clark notes plus cash, and are conditioned on consummation of the Acquisition, a condition that Kimberly-Clark may not waive. The consideration for holders who tendered by the Early Participation Date is $970 of new Kimberly-Clark notes, a $30 early participation premium in principal amount, and a $1.00 cash payment per $1,000 of Kenvue Notes, provided the holder still beneficially owns the notes at the Expiration Date. Holders who tender after the Early Participation Date through the Expiration Date will receive the exchange consideration and early participation premium but not the cash payment. The offers expire at 5:00 p.m. New York City time on October 27, 2026, unless extended, and settlement is not expected before November 2, 2026, with the Expiration Date expected to be extended to around the Acquisition closing. The Acquisition is expected to close in the fourth quarter of calendar year 2026, subject to customary closing conditions. The new Kimberly-Clark notes have not been registered under the Securities Act and are offered only to qualified institutional buyers and certain non-U.S. persons. The filing states that no party makes any recommendation to holders on whether to tender or consent.
Kimberly-Clark 8-K Report, Executive Changes (Oct 1, 2026)
Kimberly-Clark Corporation filed this Form 8-K on October 1, 2026 under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers). The filing reports that on September 29, 2026, Russell Torres, the Corporation's President and Chief Operating Officer, notified the Corporation that he will depart the company effective November 2, 2026, to pursue other opportunities. The filing is a brief executive-departure notice. It does not disclose a successor, interim arrangements, severance terms, or any change to financial guidance or results. The report was signed by Jeffrey P. Melucci, Chief Strategy, Business Development and Administrative Officer. For investors, the key takeaway is the planned exit of a senior operating executive, the President and Chief Operating Officer, within about a month of the notice. Investors may want to watch for further disclosure on succession and on how operating responsibilities will be reallocated.
Kimberly-Clark 8-K Report, Corporate Update (Sep 28, 2026)
Kimberly-Clark Corporation (NASDAQ: KMB) filed this Form 8-K under Item 8.01 (Other Events) and Item 9.01 to announce the commencement, in connection with the pending Kenvue merger, of exchange offers for any and all outstanding Kenvue Notes for up to $7.0 billion aggregate principal amount of new Kimberly-Clark notes and cash, together with consent solicitations to strip substantially all restrictive covenants and certain events of default from the Kenvue indentures. The exchange offers and consent solicitations are conditioned on consummation of the First Merger, which is expected in the fourth quarter of 2026, and the Acquisition condition cannot be waived by Kimberly-Clark. For each $1,000 principal amount of Kenvue Notes validly tendered by the October 9, 2026 Early Participation Date, eligible holders receive $970 principal of new Kimberly-Clark notes, a $30 early participation premium payable in new notes, and a $1.00 cash payment. Tenders after that date receive only the $970 exchange consideration. The offers expire at 5:00 p.m. New York City time on October 27, 2026, unless extended, and holders may not withdraw tenders after October 9, 2026. The filing also furnishes Kenvue's audited financial statements for fiscal 2025 (net sales of $15,124 million, net income of $1,470 million), its unaudited financial statements for the six months ended June 28, 2026 (net sales of $7,864 million, net income of $930 million), and Kimberly-Clark's unaudited pro forma condensed combined financial information. The pro forma statements show a preliminary purchase consideration of $34.7 billion and preliminary estimated goodwill of $13,326 million, and they contemplate $4.9 billion of permanent financing. Management describes the pro forma figures as preliminary and illustrative only, not indicative of future results.
Kimberly-Clark 8-K Report, Financial Results (Aug 4, 2026)
Kimberly-Clark Corporation reported second quarter 2026 results on August 4, 2026, with net sales of $4.2 billion, up 0.6 percent, and organic sales growth broadly in line with the prior year at negative 0.1 percent. Reported diluted EPS from continuing operations was $1.22, while adjusted EPS from continuing operations was $1.80, up 10.4 percent. Diluted EPS attributable to Kimberly-Clark was $1.04, and adjusted EPS attributable to Kimberly-Clark was $2.12, also up 10.4 percent. Results were supported by one-time tariff refunds and strong productivity savings, but were offset by business exits and a discrete disruption in China tied to false social media allegations about the quality of certain diaper brands, which the company says was independently refuted by government-certified testing. For the first half of 2026, net sales were $8.4 billion, up 1.6 percent, with organic sales growth of 1.2 percent. Year-to-date adjusted operating profit was $1.5 billion, up 4.9 percent, and adjusted EPS attributable to Kimberly-Clark was $4.09 compared with $3.85 a year earlier. Total debt from continuing operations fell to $6.5 billion at June 30, 2026, from $7.2 billion at December 31, 2025. Management updated its 2026 outlook. Organic sales growth is now expected to be approximately 100 basis points below its weighted average category growth, which the company states primarily reflects roughly 100 basis points of impact from the China social media disruption. Adjusted operating profit is expected to grow mid-single digits on a constant-currency basis, adjusted EPS from continuing operations is expected to grow high single digits, and adjusted EPS attributable to Kimberly-Clark is expected to see a low single digit decline on a constant-currency basis. The pending Kenvue acquisition is stated to remain on track to close by the end of 2026.
Kimberly-Clark 8-K Report, Shareholder Vote Results (May 14, 2026)
Kimberly-Clark Corporation held its 2026 Annual Meeting of Stockholders on May 14, 2026, and this Item 5.07 report discloses the final vote results on four proposals. Stockholders elected all 13 of the Corporation's director nominees, ratified Deloitte & Touche LLP as independent auditors for 2026, and approved the compensation of the named executive officers on an advisory basis. The filing states that stockholders did not approve the stockholder proposal to require an independent Board Chair. Support for the directors was broad but varied. Each nominee received between 229,430,259 and 240,670,346 votes for, with Michael D. Hsu receiving the most votes against (11,170,642) and the lowest votes for (229,430,259). Mae C. Jemison, M.D. received 236,407,419 votes for and 6,286,180 against, and Dunia A. Shive received 237,146,744 for and 5,488,424 against. The auditor ratification drew 271,479,168 votes for, 17,253,057 against and 807,439 abstentions. The advisory say-on-pay proposal received 227,376,231 votes for and 14,569,707 against, with 1,288,692 abstentions. The independent Board Chair proposal received 81,710,364 votes for and 159,903,197 against, with 1,621,025 abstentions, so it failed. Each director and advisory vote also recorded 46,305,035 broker non-votes. For investors, the results indicate that governance matters were settled in management's favor, with the separation of the Chair and CEO roles not supported by stockholders at this meeting.
Kimberly-Clark 8-K Report, Executive Changes (May 5, 2026)
Kimberly-Clark Corporation filed this Form 8-K under Item 5.02 to report a leadership change in its finance function. On May 1, 2026, Andrew Scribner, the Corporation's Vice President and Controller, notified the company that he will depart effective May 22, 2026 to pursue other opportunities. Upon Mr. Scribner's departure, Nelson Urdaneta, the Corporation's Senior Vice President and Chief Financial Officer, will serve as principal accounting officer on an interim basis, in addition to his current duties. The filing does not disclose any financial results, guidance, or compensation terms. It refers readers to the Corporation's Annual Report on Form 10-K for the year ended December 31, 2025 and its 2026 Proxy Statement for Mr. Urdaneta's business experience and other required information.
Kimberly-Clark 8-K Report, Financial Results (Apr 28, 2026)
Kimberly-Clark Corporation (Nasdaq: KMB) reported first quarter 2026 results on April 28, 2026, furnished under Item 2.02 via Exhibit 99.1. Net sales were $4.2 billion, up 2.7 percent, with organic sales growth of 2.5 percent, volume-plus-mix growth of 3.0 percent, and a 2.0 percent favorable currency impact partially offset by a 1.8 percent decline from the exit of the private label diaper business in the US. Reported operating profit rose to $753 million from $631 million, while adjusted operating profit was $732 million, up 3.7 percent. Gross margin was 36.8 percent, and adjusted gross margin was 37.9 percent, down 60 basis points year over year, as productivity savings were more than offset by pricing investments and cost inflation. Reported diluted EPS from continuing operations was $1.70, while adjusted EPS from continuing operations was $1.60, down 1.2 percent, mainly due to a higher adjusted effective tax rate of 26.2 percent versus 20.7 percent. Diluted EPS attributable to Kimberly-Clark was $2.00, and adjusted EPS attributable to Kimberly-Clark was $1.97, up 2.1 percent. Cash provided by operations was $745 million versus $327 million a year earlier, and total debt was $7.1 billion at March 31, 2026, down from $7.2 billion at December 31, 2025. Management reaffirmed its 2026 outlook, expecting organic sales growth in line to ahead of category and country growth, adjusted operating profit growth at a mid-to-high single-digit rate on a constant-currency basis, and adjusted EPS from continuing operations growth at a double-digit rate on a constant-currency basis. The company also flagged the pending Kenvue acquisition and the IFP transaction, which it expects to close in mid-2026, with proceeds to be used in part to fund the Kenvue acquisition.
Kimberly-Clark 8-K Report, Shareholder Vote Results (Jan 29, 2026)
Kimberly-Clark Corporation (KMB) reported in this Form 8-K filed January 29, 2026 that its stockholders approved the issuance of K-C common stock to Kenvue Inc. stockholders in connection with the proposed acquisition of Kenvue. The company held a virtual special meeting on January 29, 2026. Of 331,892,847 shares entitled to vote at the December 11, 2025 record date, 248,177,004 shares, or approximately 74.8%, were present or represented by proxy, constituting a quorum. The Issuance Proposal received 239,054,286 votes for, 8,439,618 against, 683,100 abstentions and no broker non-votes. The Adjournment Proposal was not submitted because sufficient votes were cast to approve the Issuance Proposal. The transaction is structured under a Merger Agreement dated November 2, 2025, in which a First Merger Sub merges into Kenvue, with Kenvue then merging into a Second Merger Sub, leaving Kenvue as a wholly owned subsidiary of K-C. A joint press release (Exhibit 99.1) states that, based on preliminary voting results, approximately 96% of shares present at K-C's special meeting voted to approve the share issuance, and approximately 99% of shares voted at Kenvue's special meeting voted to adopt the merger agreement, representing approximately 77% of all outstanding Kenvue shares. Final results are subject to certification by independent inspectors of elections and will be reported in separate Form 8-K filings. The companies state that the transaction is expected to close in the second half of 2026, subject to regulatory approvals and other customary closing conditions. The press release describes the combined company as a global health and wellness leader.
Kimberly-Clark 8-K Report, Financial Results (Jan 27, 2026)
Kimberly-Clark Corporation reported fourth-quarter 2025 net sales of $4.1 billion, down 0.6 percent, as organic sales growth of 2.1 percent was offset by a 2.5 percent decline from the exit of its private label diaper business in the US. Operating profit rose to $507 million from $420 million, and adjusted operating profit increased 13.1 percent to $629 million on productivity gains and lower marketing, research and general expenses. Diluted EPS attributable to Kimberly-Clark was $1.50, compared with $1.34, and adjusted EPS was $1.86, up 24.0 percent. For full year 2025, net sales were $16.4 billion, down 2.1 percent, with organic sales growth of 1.7 percent. Adjusted operating profit was $2.7 billion, in line with the prior year, as efficiency gains were offset by gross profit headwinds from unfavorable pricing net of cost inflation and incremental tariff-related costs. Diluted EPS was $6.07, compared with $7.55, while adjusted EPS rose 3.2 percent to $7.53. Cash provided by operations was $2.8 billion, compared with $3.2 billion, and capital spending was $1.1 billion, compared with $721 million. For 2026, the company expects organic sales growth in line to ahead of the weighted average growth of the categories and countries it competes in, which grew approximately two percent in the latest year. It expects adjusted operating profit to grow at a mid-to-high single-digit rate on a constant-currency basis and adjusted EPS from continuing operations to grow at a double-digit rate on the same basis. Adjusted EPS attributable to Kimberly-Clark is expected to be flat on a constant-currency basis, reflecting lower income from discontinued operations as the IFP transaction is expected to close in mid-2026. The pending Kenvue acquisition remains subject to completion risks described in the filing.
Kimberly-Clark 8-K Report, Corporate Update (Jan 16, 2026)
Kimberly-Clark Corporation (NASDAQ: KMB) filed this Current Report on Form 8-K under Item 8.01 (Other Events) on January 16, 2026, to voluntarily amend and supplement the Joint Proxy Statement/Prospectus related to its proposed merger with Kenvue Inc. under the Agreement and Plan of Merger dated November 2, 2025. Under the merger structure, Kenvue would become a direct wholly owned subsidiary of K-C and then merge into a K-C second merger sub. The filing states that the K-C board continues to unanimously recommend that K-C stockholders vote "FOR" the K-C issuance proposal and the K-C adjournment proposal. The special meetings of both Kenvue and K-C stockholders are scheduled for January 29, 2026. The supplement responds to several stockholder complaints (in Wisconsin, New Jersey, New York, and Delaware) and demand letters alleging omitted or misstated proxy disclosures. K-C states that the supplement is made to avoid delaying the merger and that it does not admit the legal necessity or materiality of the added disclosures. The bulk of the supplement adds background on the Kenvue strategic review committee, the August 16, 2025 mutual non-disclosure agreement, the engagement of Gibson Dunn & Crutcher LLP on September 9, 2025, and expanded disclosure of the financial advisors' opinions and analyses from J.P. Morgan, Centerview Partners, and Goldman Sachs. It also adds updated unaudited prospective financial information for K-C and Kenvue, including standalone projections for 2025 through 2030. For K-C, the filing projects 2026E Adjusted EBITDA of $3,705 million and unlevered free cash flow of $1,331 million. For Kenvue, it projects 2026E Adjusted EBITDA of $3,565 million and unlevered free cash flow of $2,114 million. The merger consideration includes $3.50 per share in cash and an exchange ratio of 0.14625x, and the filing notes that J.P. Morgan expects to receive aggregate financing fees of approximately $23.4 million. For investors, the principal content is supplemental proxy disclosure rather than new financial results or a change in deal terms. The filing does not state a change in the merger terms or the meeting dates, and it reaffirms the board's recommendation. Investors should note that pending litigation seeks to enjoin the stockholder votes and that the supplemental projections and valuation ranges are management and advisor estimates, not a substitute for historical financial statements.
Kimberly-Clark 8-K Report, Corporate Update (Dec 4, 2025)
Kimberly-Clark Corporation filed this Form 8-K on December 4, 2025 to recast financial information from its 2024 Form 10-K (filed February 13, 2025) to present its International Family Care and Professional ("IFP") Business as discontinued operations. The recast is driven by the pending IFP Transaction with Suzano S.A., under which a joint venture comprising substantially all of the IFP Business will be formed. Suzano will acquire a 51% interest for a purchase price of approximately $1.7 billion, subject to closing adjustments, and Kimberly-Clark will retain a 49% equity interest. The transaction is expected to close in mid-2026, subject to consultation requirements, customary closing conditions and regulatory approvals. On a continuing-operations basis, the recast shows 2024 net sales of $16.81 billion, down 2.0% from $17.15 billion in 2023, with organic sales growth of 3.9%. Operating profit rose 40.0% to $2.70 billion, while adjusted operating profit increased 7.3% to $2.73 billion. Diluted earnings per share from continuing operations were $6.41, and adjusted earnings per share were $6.16, up 8.6%. Income from discontinued operations was $386 million in 2024, and total 2024 net income attributable to Kimberly-Clark was $2.55 billion. The filing states that it does not amend or restate the 2024 Form 10-K beyond the discontinued-operations presentation and should be read alongside later SEC filings. The company also reports a 2024 Transformation Initiative with total expected pre-tax costs of approximately $1.5 billion and expected gross productivity savings of $3.0 billion, to be completed by the end of 2026.
Kimberly-Clark 8-K Report, Executive Changes (Nov 7, 2025)
Kimberly-Clark Corporation filed a Form 8-K dated November 6, 2025 (filed November 7, 2025) under Item 5.02 to report a leadership change. The Corporation announced that Zackery Hicks, its Chief Digital and Technology Officer, will depart the Corporation effective March 31, 2026, to pursue other opportunities. According to the filing, Mr. Hicks will receive certain compensation and benefits consistent with the Corporation's Severance Pay Plan. The filing does not disclose specific severance amounts, a successor, or any financial impact. The filing contains no financial results, guidance, or other quantitative disclosures. For investors, the primary takeaway is the scheduled departure of a senior technology executive with a defined end date several months after the announcement.
Kimberly-Clark 8-K Report, Material Agreement (Nov 3, 2025)
On November 2, 2025, Kimberly-Clark Corporation (K-C) entered into an Agreement and Plan of Merger with Kenvue Inc. under which Kenvue will become a wholly owned subsidiary of K-C through a two-step merger. Kenvue common stockholders will receive 0.14625 shares of K-C common stock plus $3.50 in cash for each Kenvue share, which the joint press release values at a total of $21.01 per share based on K-C's October 31, 2025 closing price. The press release states an enterprise value of approximately $48.7 billion, a headline multiple of approximately 14.3x Kenvue's LTM adjusted EBITDA, and an effective multiple of 8.8x including expected run-rate synergies of $2.1 billion, net of reinvestment. Upon closing, K-C shareholders are expected to own approximately 54% and Kenvue shareholders approximately 46% of the combined company on a fully diluted basis. The transaction is subject to approval by both companies' stockholders, U.S. HSR and other antitrust and regulatory clearances, and effectiveness of a Form S-4. The merger agreement includes a $1,136,000,000 termination fee payable in specified circumstances and an Outside Date of November 2, 2026, extendable to May 3, 2027 in certain cases. The companies expect the transaction to close in the second half of 2026. K-C has secured a $7.7 billion bridge facility commitment from JPMorgan Chase Bank, N.A. to fund the cash consideration and related fees and expenses, to be backstopped by debt offerings, loans, or specified dispositions, including the previously announced sale of a 51% interest in its International Family Care and Professional business. The press release projects the combined company will have approximately $32 billion in 2025 annual net revenues and approximately $7 billion of adjusted EBITDA, with approximately $1.9 billion in cost synergies and $500 million in incremental profit from revenue synergies, partially offset by about $300 million of reinvestment. Kimberly-Clark expects $2.5 billion of cash costs to achieve these synergies, and the press release states the transaction is expected to be accretive to adjusted EPS by year two.
Kimberly-Clark 8-K Report, Financial Results (Oct 30, 2025)
Kimberly-Clark Corporation reported third quarter 2025 results on October 30, 2025, as furnished under Item 2.02 with Exhibit 99.1 (a press release) and updated its 2025 outlook. Reported net sales were $4.15 billion, flat versus the prior year (up 0.1 percent), with organic sales growth of 2.5 percent driven by 2.4 percent volume growth. Results are on a continuing operations basis, excluding the International Family Care and Professional (IFP) business, which is reported as discontinued operations. Reported diluted EPS attributable to Kimberly-Clark was $1.34, down from $2.69, and adjusted EPS was $1.82 versus $1.83 in the prior year. Reported operating profit fell 39.5 percent to $621 million, while adjusted operating profit was $683 million, in line with the prior year. Adjusted gross margin was 36.8 percent, down 170 basis points, reflecting pricing investments and incremental tariff-related costs. For the first nine months, net sales were $12.4 billion, down 2.6 percent, with organic sales growth of 1.6 percent. Adjusted EPS was $5.67 versus $5.80 a year earlier, down 2.2 percent. Year-to-date cash provided by operations was $1.8 billion versus $2.4 billion, and total debt was $7.3 billion at September 30, 2025. The company returned $1.4 billion to shareholders through dividends and repurchases. For 2025, Kimberly-Clark expects organic sales growth broadly in line with categories growing at approximately two percent, a negative impact of approximately 100 basis points from currency on reported net sales, and adjusted operating profit growth at a low single digit rate on a constant-currency basis. Adjusted EPS is expected to grow at a low-to-mid single digit rate on a constant-currency basis, and adjusted free cash flow is expected to be approximately $2 billion.
Kimberly-Clark 8-K Report, Financial Results (Aug 1, 2025)
Kimberly-Clark Corporation (Nasdaq: KMB) furnished an 8-K on August 1, 2025 attaching its press release reporting second quarter 2025 results for the quarter ended June 30, 2025, and raising its 2025 outlook. Net sales were $4.2 billion (reported $4,163 million), down 1.6 percent, driven primarily by divestitures and business exits and unfavorable currency translation, while organic sales grew 3.9 percent on 5.0 percent volume growth. Reported diluted EPS attributable to Kimberly-Clark was $1.53, versus $1.61 a year earlier, and adjusted EPS was $1.92, down 2.0 percent. Adjusted operating profit was $713 million, down 2.2 percent, as gross profit headwinds were partially offset by lower marketing, research and general expenses. Adjusted gross margin was 36.9 percent, down 180 basis points. The company presented the International Family Care and Professional (IFP) business as discontinued operations, and its full-year outlook now reflects the remaining North America and International Personal Care segments. Management's 2025 outlook calls for organic sales growth to outpace category growth of approximately two percent, adjusted operating profit to grow at a low-to-mid single digit rate on a constant-currency basis, and adjusted free cash flow of approximately $2 billion. Year-to-date cash provided by operations was $1.1 billion, and total debt was $7.2 billion as of June 30, 2025. The filing states that the press release is furnished under Item 2.02 and is not deemed filed for purposes of Section 18 of the Exchange Act. Investors should note that the IFP business is pending a joint venture transaction with Suzano, anticipated to close mid-year 2026, and that the 2024 Transformation Initiative continues to generate significant charges.
Kimberly-Clark 8-K Report, Regulation FD Disclosure (Jul 25, 2025)
Kimberly-Clark Corporation furnished this Current Report to disclose supplemental historical financial information recast to reflect its International Family Care and Professional (IFP) business as discontinued operations. This follows the June 5, 2025 announcement of a joint venture with Suzano S.A., in which Suzano and certain wholly-owned subsidiaries will acquire a 51% interest in the joint venture for a purchase price of approximately $1.7 billion, subject to closing adjustments, while the Company retains a 49% equity interest. Closing is expected in mid-2026, subject to consultation requirements, customary closing conditions and required regulatory approvals. Because the IFP Transaction is a strategic shift with a major effect on operations, the IFP results are reported as discontinued operations effective in the second quarter of fiscal 2025 and are excluded from continuing operations and segment results for all periods presented. Continuing operations are now organized into two geographic reportable segments, North America and International Personal Care, with Corporate and Other covering divested former IFP operations and unallocated costs. The filing states these recast changes have no impact on consolidated results previously reported in the Forms 10-Q or the 2024 Form 10-K. Recast figures show 2024 continuing-operations net sales of $16.81 billion versus $17.15 billion in 2023, and income from continuing operations of $2.19 billion versus $1.46 billion. Discontinued operations (IFP) contributed net sales of $3.25 billion in 2024 and income of $386 million, versus $3.29 billion and $305 million in 2023. The supplemental information also presents adjusted non-GAAP measures, including 2024 adjusted diluted EPS of $6.16 versus $5.67 in 2023, and first-quarter 2025 adjusted EPS of $1.62 versus $1.71 in the first quarter of 2024.
Kimberly-Clark 8-K Report, Regulation FD Disclosure (Jun 5, 2025)
On June 5, 2025, Kimberly-Clark Corporation announced it has entered into an Equity and Asset Purchase Agreement with Suzano S.A. (through its subsidiary Suzano International Holding B.V.) to form a joint venture comprising substantially all of Kimberly-Clark's International Family Care and Professional (IFP) business. Under the agreement, Kimberly-Clark will divest a 51% interest in the business to Suzano for a purchase price of approximately $1.7 billion, subject to post-closing adjustments, and will retain a 49% interest. The transaction is expected to close in mid-2026, subject to customary conditions including regulatory approvals and employee consultation requirements. The press release accompanying the filing states the business generated approximately $3.3 billion of net sales in 2024, implies an enterprise value of approximately $3.4 billion, and is expected to be approximately $0.30-0.40 dilutive to Adjusted Earnings Per Share in the first full year after close, including the company's plan to return the initial cash proceeds to shareholders through share repurchases. Kimberly-Clark expects to classify the IFP businesses as discontinued operations beginning with its second-quarter earnings results. The transaction is not subject to a financing contingency and has been unanimously approved by the Board of Directors. The joint venture agreement will give Suzano a majority of the board seats and an option to purchase Kimberly-Clark's remaining 49% interest at specified times under an agreed formula. Management describes the transaction as sharpening the company's focus on higher-growth, higher-margin North America and International Personal Care categories, with roughly two-thirds of net revenues expected to come from personal care upon completion.
Kimberly-Clark 8-K Report, Listing Notice (May 19, 2025)
On May 19, 2025, Kimberly-Clark Corporation (NYSE: KMB) disclosed that its Board has authorized a voluntary transfer of the principal listing of its common stock, par value $1.25 per share, from the New York Stock Exchange to The Nasdaq Stock Market LLC. The company expects its common stock to cease trading on the NYSE at market close on May 29, 2025, and to begin trading on Nasdaq at market open on May 30, 2025. The stock will continue to trade under the symbol "KMB." In connection with the move, the Board amended the company's By-Laws, effective upon the commencement of trading on Nasdaq. The amendments remove certain details on specific committees that are generally addressed in the applicable committee charters, including references to NYSE rules or requirements. The amended By-Laws are filed as Exhibit 3(b) to the report. The filing also includes a news release (Exhibit 99.1) announcing the listing transfer, which is furnished under Item 7.01 and not deemed filed for purposes of Section 18 of the Exchange Act. The filing's forward-looking statements caution that delays in implementing the transfer, potential market disruptions in trading, and potential impacts on the company's business could have a material adverse effect on the company and on the trading price of the common stock. Investors are referred to Item 1A, Risk Factors, of the Form 10-K for the year ended December 31, 2024.
Kimberly-Clark 8-K/A Report, Executive Changes (May 6, 2025)
This Amendment No. 1 to Form 8-K from Kimberly-Clark Corporation amends the Form 8-K dated January 28, 2025, in which the Corporation reported that Andrew Scribner had been elected Vice President and Controller, effective June 1, 2025. The filing is limited to Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers) and discloses compensation arrangements for Mr. Scribner rather than any change in financial results or corporate strategy. On April 30, 2025, the Management Development and Compensation Committee of the Board of Directors approved 2025 long-term incentive awards for the Corporation's elected officers. Mr. Scribner received a grant of 2,118 performance-based restricted share units and 2,118 time-vested restricted share units. His base salary will be $535,000 per year, and he is eligible for an annual bonus under the annual incentive plan based on company performance, with a target bonus set at 55% of base salary. He will also participate in the Corporation's supplemental 401(k) plan and other benefit plans available to employees. For investors, the filing is primarily a governance and compensation disclosure about an officer who will serve as Controller, and it does not contain financial figures for the Corporation as a whole.
Kimberly-Clark 8-K Report, Executive Changes (May 6, 2025)
Kimberly-Clark Corporation's Form 8-K, dated May 6, 2025 (with the underlying board action taken May 1, 2025), reports a leadership reshuffle. The Board elected Russell (Russ) Torres, previously President, North America, as President and Chief Operating Officer effective May 1, 2025. He is responsible for the day-to-day operations of the business segments and also oversees the Global Supply Chain, R&D, Global Growth and Digital Technology Solutions organizations. He will continue to report to Chairman and CEO Mike Hsu. Kurt Laufer, currently President of US Consumer Sales, will serve as Interim President, North America while the company searches for a permanent successor. The filing also discloses that the Board elected Jeffrey Melucci as Chief Strategy, Business Development and Administrative Officer, responsible for strategy, business development and other core corporate affairs and functions. Torres' compensation terms were disclosed: a base salary of $975,000 per year, a target annual bonus of 125% of base salary, and an annual equity award on May 1, 2025 of 19,866 performance-based restricted share units and 13,244 time-vested restricted share units. The management changes are framed by the company as supporting the next phase of its Powering Care strategy and sharpening operational execution to drive enhanced growth and profitability. The filing gives no financial results, guidance or other quantitative performance data beyond the compensation figures above.
Kimberly-Clark 8-K Report, Shareholder Vote Results (May 2, 2025)
Kimberly-Clark Corporation held its 2025 Annual Meeting of Stockholders on May 1, 2025, and this Item 5.07 report discloses the final voting results. Stockholders elected all of the Corporation's director nominees, ratified Deloitte & Touche LLP as independent auditors for 2025, and approved the compensation of the named executive officers on an advisory basis. All 13 director nominees were elected. Support varied across nominees. Michael D. Hsu received 227,557,143 votes for and 15,872,619 votes against, with 2,483,358 abstentions. Dunia A. Shive received 237,192,720 votes for and 8,237,929 against. Mae C. Jemison, M.D. received 238,416,441 votes for and 7,051,651 against. The other nominees had 'against' votes of roughly 3.9 million or less, and most had fewer than 1.2 million. Each director received 41,889,391 broker non-votes. The auditor ratification received 267,219,914 votes for, 19,961,479 against, and 621,118 abstentions. The advisory say-on-pay proposal received 226,830,430 votes for, 17,437,076 against, and 1,645,615 abstentions, with 41,889,391 broker non-votes.
Kimberly-Clark 8-K Report, Financial Results (Apr 22, 2025)
Kimberly-Clark Corporation (NYSE: KMB) reported first quarter 2025 results on April 22, 2025, with net sales of $4.84 billion, down 6.0 percent from the prior year. The decline was driven primarily by currency translation (approximately 2.4 percent) and the combined impact of the PPE divestiture and the exit of the private label diaper business in the US (approximately 2.0 percent). Organic sales decreased 1.6 percent, driven by a 1.5 percent decrease in price, while volume and mix were in line with the prior year. Operating profit was $769 million versus $853 million a year earlier, and adjusted operating profit was $844 million, down 6.0 percent. Diluted EPS was $1.70 on a reported basis versus $1.91, and adjusted EPS was $1.93, down 4.0 percent. Cash provided by operations was $327 million compared with $438 million. The company updated its 2025 outlook to reflect a reassessment of its cost base and potential impacts from the changing geopolitical landscape. Adjusted operating profit is now expected to be flat to positive on a constant-currency basis, compared with a previous expectation of high single-digit growth. Adjusted EPS is now expected to be flat to positive on a constant-currency basis, and adjusted free cash flow is now expected to be approximately $2 billion, compared with a previous expectation of more than $2 billion. Reported net sales are forecast to reflect a negative impact of approximately 200 basis points from currency translation, improved from approximately 300 basis points previously. Management stated that first quarter results were consistent with the full-year plan, but that greater supply chain costs are now expected relative to the beginning of the year. Management said it remains confident in offsetting these costs over time. Total debt was $7.2 billion as of March 31, 2025, down from $7.4 billion at December 31, 2024.
Kimberly-Clark 8-K Report, Financial Results (Jan 28, 2025)
Kimberly-Clark Corporation reported fourth quarter and full year 2024 results in Exhibit 99.1, a press release dated January 28, 2025. Management described 2024 as the first year of its Powering Care strategy and said full-year results exceeded its new long-term growth algorithm. Q4 net sales were $4.9 billion, down 0.8 percent, with organic sales growth of 2.3 percent and volume growth of 1.5 percent. Reported Q4 operating profit was $548 million, while adjusted operating profit was $684 million, up 2.1 percent. Diluted EPS was $1.34 on a reported basis and $1.50 adjusted, down 0.7 percent. For full year 2024, net sales were $20.1 billion, down 1.8 percent, with organic sales growth of 3.2 percent. Reported diluted EPS was $7.55 and adjusted EPS was $7.30, an increase of 11.1 percent. Full-year cash provided by operations was $3.2 billion, and the company returned $2.6 billion to shareholders through dividends and share repurchases. The 2025 outlook expects organic sales growth to outpace category and country growth of approximately two percent. Reported net sales are forecast to face roughly 300 basis points of negative currency impact and a 240 basis point impact from the PPE divestiture and exit of private label diaper businesses in the US. Adjusted operating profit is expected to grow at a high single-digit rate on a constant-currency basis, and adjusted EPS at a mid-to-high single-digit rate on the same basis. Reported EPS is expected to be reduced by approximately 350-400 basis points from currency translation. The results include charges tied to the 2024 Transformation Initiative, a $565 million gain from the sale of the PPE business, and a $97 million impairment of intangible assets. Adjusted measures exclude these items, and the filing notes that the financial statements are unaudited.
Kimberly-Clark 8-K Report, Executive Changes (Jan 28, 2025)
Kimberly-Clark Corporation announced on January 28, 2025 that Andrew Scribner, 46, will be elected Vice President and Controller effective June 1, 2025. Mr. Scribner currently serves as Chief Financial Officer - Kimberly-Clark North America, a role he has held since January 2023. He succeeds Andrew S. Drexler, the current Vice President and Controller, who will assume a transitional role on that date before beginning his retirement on June 6, 2025. Mr. Scribner's background includes roles at Gap, Inc., including Senior Vice President, CFO of Athleta from 2019 to 2021 and Senior Vice President, CFO, Strategy and Inventory Management of Banana Republic from 2021 to 2023, as well as 13 years at The Kraft Heinz Company and its predecessor Kraft Foods Group, most recently as Vice President and General Manager, Kraft Heinz Ingredients. The filing states that compensation for Mr. Scribner's Controller role has not yet been determined, and the Corporation will file an amendment to this Form 8-K once it has been set. For investors, this is a routine leadership succession filing in the finance function rather than a change in financial results or strategy.
Kimberly-Clark 8-K Report, Corporate Update (Dec 10, 2024)
On December 10, 2024, Kimberly-Clark Corporation filed a Form 8-K under Item 8.01 (Other Events) to disclose a change in its reportable segments. In the fourth quarter of 2024 the company realigned its internal operating and management structure to streamline its supply chain and improve the efficiency of its corporate and regional overhead cost structures. It now reports three segments defined by geographic regions and product groupings: North America (NA), International Personal Care (IPC) and International Family Care and Professional (IFP). These replace the prior product-based segments of Personal Care, Consumer Tissue and K-C Professional. The company also changed its measure of segment profitability to include the effects of exchange rate changes on monetary assets and liabilities for subsidiaries that have adopted highly inflationary accounting. The filing does not change consolidated results. Exhibit 99.1 provides supplemental historical segment financial information recast to the new structure for each quarter from March 31, 2023 through September 30, 2024, for the nine months ended September 30, 2024, and for the years 2021 through 2023. The company states that these changes had no impact on consolidated financial results for any period in its prior Forms 10-Q or its 2023 Form 10-K. Segment operating profit, the CODM's primary profitability measure, excludes Corporate & Other, which includes unallocated corporate expenses, impairments, acquisition and divestiture gains or losses, and reorganization costs. For investors, the key takeaway is a re-presentation of segment reporting rather than a change in reported results. The recast data show NA as the largest segment, with net sales of $8.29 billion for the nine months ended September 30, 2024, compared with $10.99 billion for full-year 2023. IPC and IFP are smaller, with nine-month 2024 net sales of $4.34 billion and $2.50 billion. The exhibit also includes organic and currency-driven net sales change analysis by segment, which investors can use to compare the new segments across periods.
Kimberly-Clark 8-K Report, Executive Changes (Nov 13, 2024)
Kimberly-Clark Corporation filed this Current Report on Form 8-K on November 13, 2024 to disclose the election of Joseph Romanelli to its Board of Directors, effective immediately. Mr. Romanelli is an independent director and was also appointed to the Board's Audit Committee. In connection with his appointment, the size of the Board increases from twelve to thirteen directors. He serves as President of Human Health International for Merck & Co., Inc., a role the filing describes as overseeing MSD's 75-plus markets outside the U.S. and leading a team of 14,000 colleagues. The filing states that Mr. Romanelli will participate in the outside director compensation programs described under "Director Compensation" in the Corporation's proxy statement filed on March 11, 2024. The filing does not report any financial results, guidance, or other operational metrics. The accompanying news release (Exhibit 99.1) quotes Chairman and CEO Mike Hsu, who said Mr. Romanelli's global leadership experience and expertise in leading-edge science will benefit the company as it advances its Powering Care strategy. The release also notes his prior service as CEO of JiXing Pharmaceuticals and his roughly 25 years in strategic and operational roles at MSD and Schering-Plough.
Kimberly-Clark 8-K Report, Financial Results (Oct 22, 2024)
Kimberly-Clark Corporation reported third quarter 2024 results on October 22, 2024, furnished under Item 2.02 with a press release as Exhibit 99.1. Net sales were $4.95 billion, down 4 percent from the prior year, including negative impacts of approximately 3 percent from foreign currency translation and approximately 1 percent from the divestiture of the K-C Professional PPE business. Organic sales grew 1 percent, driven by a 1 percent increase in price, with volume and mix in line with the prior year. Reported diluted EPS was $2.69, including a positive $1.34 impact from the PPE sale, a negative $0.31 impact from Transformation Initiative costs, and a negative $0.17 impact from impairment of intangible assets. Adjusted diluted EPS was $1.83, up 5 percent. For the first nine months, net sales were $15.13 billion, down 2 percent, while organic sales grew 4 percent. Year-to-date reported diluted EPS was $6.21 versus $3.70 a year earlier, and adjusted EPS was $5.80 versus $5.06. Cash provided by operations was $2.42 billion, and total debt was $7.5 billion at September 30, 2024, down from $8.0 billion at December 31, 2023. The company returned $2.0 billion to shareholders through dividends and repurchases. The company updated its 2024 outlook: organic net sales are now expected to grow 3% to 4%, versus a mid-single digit rate previously, reflecting discrete headwinds from retail inventory changes. Adjusted operating profit and adjusted EPS are still expected to grow at a mid-to-high teens percentage rate on a constant-currency basis. Reported operating profit and EPS are now expected to be negatively impacted by approximately 650 basis points from currency translation, versus a previous expectation of 700 basis points.
Kimberly-Clark 8-K Report, Financial Results (Jul 23, 2024)
Kimberly-Clark Corporation reported second quarter 2024 results on July 23, 2024, in Exhibit 99.1, a press release for the period ended June 30, 2024. Net sales were $5.0 billion, down 2 percent versus the prior year, including negative impacts of approximately 5 percent from foreign currency translation and approximately 1 percent from the divestiture of the Tissue and K-C Professional business in Brazil. Organic sales grew 4 percent, driven by a 2 percent increase in price and a 2 percent increase in volume and mix. Diluted earnings per share were $1.61 on a reported basis, including a negative $0.35 impact from transformation initiative costs. Adjusted diluted EPS was $1.96, up 19 percent versus the prior year. Second quarter operating profit was $655 million, including $190 million of 2024 Transformation Initiative costs. Adjusted operating profit increased 16 percent despite an unfavorable 7 percentage point impact from currency translation. Year-to-date cash provided by operations was $1.5 billion, and total debt was $8.0 billion as of June 30, 2024, consistent with December 31, 2023 levels. The company raised its 2024 outlook. Adjusted operating profit and adjusted EPS are now expected to grow at a mid-to-high teens percentage rate on a constant-currency basis, up from prior expectations of low-teens growth. Organic net sales growth expectations of mid-single digits are unchanged, and reported operating profit and EPS are still expected to be negatively impacted by approximately 700 basis points from currency translation.
Kimberly-Clark 8-K Report, Bylaw Amendment (May 2, 2024)
On May 2, 2024, Kimberly-Clark Corporation stockholders, at the 2024 Annual Meeting, approved an Amended and Restated Certificate of Incorporation that limits the personal liability of certain officers for monetary damages arising from breaches of the fiduciary duty of care (but not the duty of loyalty) in limited circumstances, and made other technical changes. The Restated Certificate became effective on May 2, 2024 upon filing with the Delaware Secretary of State. It also provides that if the Delaware General Corporation Law is further amended to eliminate or limit officer liability, officer liability will be limited to the fullest extent permitted by law as so amended. The filing describes the changes as detailed in the company's March 11, 2024 proxy statement. Stockholders also elected all twelve director nominees, ratified Deloitte & Touche LLP as independent auditors for 2024, and approved named executive officer compensation on an advisory basis. The vote on the charter amendment passed with 217,180,778 votes for, 28,109,986 against, and 1,299,794 abstentions, with 45,484,661 broker non-votes. The advisory say-on-pay vote received 221,696,267 votes for and 23,499,170 against, with 1,395,121 abstentions and the same broker non-votes. Director Deirdre A. Mahlan received the most votes against among the nominees at 27,765,939, while Sylvia M. Burwell had the most votes for at 244,655,288. For investors, the filing is largely governance-related and does not disclose financial results or operating developments. The main substantive change is the officer exculpation provision, which aligns the company's charter with recent Delaware law changes permitting officer exculpation. The auditor ratification and say-on-pay results are routine shareholder actions reported in this filing.
Kimberly-Clark 8-K Report, Financial Results (Apr 23, 2024)
Kimberly-Clark Corporation reported first quarter 2024 results on April 23, 2024, as stated in Exhibit 99.1, a press release furnished under Item 2.02. Net sales were $5.1 billion ($5,149 million), down 1 percent from the prior year, including negative impacts of approximately 5 percent from foreign currency translation and approximately 1 percent from the divestiture of the Tissue and K-C Professional business in Brazil. Organic sales grew 6 percent, driven by a 4 percent increase in price, 1 percent favorable product mix and a 1 percent increase in volume. Gross margin rose 390 basis points to 37.1 percent, and diluted EPS increased 14 percent to $1.91 on a reported basis. Adjusted EPS was $2.01, up 20 percent, and excludes a $0.10 impact from costs related to the 2024 Transformation Initiative. The company raised its 2024 outlook. Organic net sales growth is now expected to be mid-single digits, versus the prior expectation of low-to-mid-single-digit growth. Adjusted operating profit and adjusted EPS are now expected to grow at a low-teens percentage rate on a constant-currency basis. Reported operating profit and reported EPS are now expected to be negatively impacted by approximately 700 basis points from currency translation, compared with a prior assumption of 400 basis points. Cash provided by operations was $438 million year to date, down from $613 million, mainly reflecting timing differences in accounts receivable. Total debt was $8.0 billion as of March 31, 2024, consistent with December 31, 2023. The company returned $452 million to shareholders through dividends and share repurchases during the quarter.
Kimberly-Clark 8-K Report, Exit or Disposal Costs (Mar 27, 2024)
On March 25, 2024, Kimberly-Clark Corporation approved a global transformation initiative aimed at improving its focus on growth and reducing its structural cost base. The initiative includes reorganizing the company into three new segments, making corporate and regional overhead more efficient, and optimizing the global supply chain. Actions have commenced in the first quarter of 2024 and are expected to be completed by December 31, 2026. The company expects cumulative pre-tax charges of approximately $1.5 billion over that period, with cash costs roughly half of that amount, primarily related to workforce reductions, and non-cash charges primarily related to incremental depreciation and asset write-offs. It also expects to spend approximately $800 million in capital related to the initiative through December 31, 2026. The company cautions that these estimates are preliminary and subject to change. In a news release furnished as Exhibit 99.1, Kimberly-Clark unveiled a new operating model centered on 12 powerhouse brands in five global daily-need spaces, with a total addressable market of approximately $240 billion. The company targets more than $3 billion in gross productivity savings and approximately $500 million in working capital savings, and expects about $200 million of SG&A savings over the next few years. It set long-term targets including organic net sales growth ahead of market growth, adjusted operating profit and adjusted EPS growth in the mid-to-high single digits on a constant currency basis, and annual free cash flow of at least $2 billion. It also set a 100% Natural Forest Free ambition across its product portfolio, expecting to be more than halfway there by 2030. The company reiterated its 2024 outlook from January, expecting a low-to-mid single-digit percentage increase in Organic Net Sales, with reported net sales affected by approximately 300 basis points from currency translation and 60 basis points from the Brazil Tissue divestiture. Adjusted Operating Profit is still expected to grow at a high single-digit to low double-digit rate on a constant-currency basis, and Adjusted EPS at a high single-digit rate on the same basis.
Kimberly-Clark 8-K Report, Executive Changes (Jan 30, 2024)
Kimberly-Clark Corporation (NYSE: KMB) filed a Form 8-K on January 30, 2024 to report two executive appointments. The Board of Directors elected Jeffrey Melucci to the position of Chief Business and Transformation Officer, effective immediately; he previously served as Chief Business Development and Legal Officer. The Board also elected Grant McGee as Senior Vice President and General Counsel, effective February 1, 2024, with McGee reporting to Melucci. According to the accompanying press release (Exhibit 99.1), McGee rejoins Kimberly-Clark from American Airlines, where he served as vice president, deputy general counsel and corporate secretary. He previously held roles of increasing responsibility at Kimberly-Clark from 2015 to 2022, and will also join the company's executive leadership team. Chairman and CEO Mike Hsu described McGee as a well-known and respected leader with the legal and enterprise experience needed for the general counsel role. The filing contains no financial results, guidance, or quantitative financial information. Its significance for investors lies in leadership changes in the legal function and an expanded enterprise role for Melucci, which the company links to its growth strategy.
Kimberly-Clark 8-K Report, Financial Results (Jan 24, 2024)
Kimberly-Clark Corporation (NYSE: KMB) reported fourth-quarter and full-year 2023 results on January 24, 2024, per Exhibit 99.1, a press release that is furnished under Item 2.02 rather than filed. For full-year 2023, net sales were $20.4 billion ($20,431 million), up 1 percent, with organic sales up 5 percent driven by price. Reported operating profit fell 13 percent to $2,344 million, reflecting a $658 million impairment of intangible assets, while adjusted operating profit rose to $2,958 million from $2,617 million. Diluted EPS was $5.21 versus $5.72, and adjusted diluted EPS was $6.57 versus $5.63. Cash provided by operations was $3.5 billion, and the company returned $1.8 billion to shareholders through dividends and share repurchases. Fourth-quarter net sales were $4.97 billion, flat versus the prior year, with organic sales up 3 percent. Gross margin improved 210 basis points to 34.9 percent, and reported diluted EPS was $1.50, flat year over year, while adjusted EPS was $1.51, down 2 percent. Personal Care and K-C Professional were the main contributors to full-year results, with Consumer Tissue also showing operating profit growth. For 2024, the company expects low-to-mid single digit organic net sales growth, with reported net sales affected by roughly 300 basis points of negative currency translation and 60 basis points from the Brazil Tissue divestiture. Adjusted operating profit and adjusted EPS are expected to grow at high single-digit to low double-digit and high single-digit rates, respectively, on a constant-currency basis. The company plans an Investor Day in New York City in late March to present its strategic priorities and a long-term financial algorithm.
Kimberly-Clark 8-K Report, Financial Results (Oct 24, 2023)
Kimberly-Clark Corporation reported third quarter 2023 results in Exhibit 99.1, an earnings press release dated October 24, 2023, furnished under Item 2.02. Net sales were $5.1 billion, up 2 percent, with organic sales up 5 percent. Gross margin rose 530 basis points to 35.8 percent, driven by favorable net revenue realization and productivity, and operating profit increased 18 percent to $774 million. Diluted earnings per share were $1.73, up 25 percent, and adjusted diluted earnings per share were $1.74, up 24 percent. Foreign currency reduced sales by approximately 2 percent in the quarter. For the first nine months, net sales were $15.5 billion, up 2 percent, with organic sales up 5 percent. Reported operating profit fell to $1.7 billion from $2.0 billion, reflecting a $658 million impairment of intangible assets, while adjusted operating profit rose to $2.3 billion from $1.9 billion. Year-to-date diluted EPS was $3.70 versus $4.22, and adjusted diluted EPS was $5.06 versus $4.09. The company raised its 2023 outlook, now calling for organic sales growth of 4% to 5%, adjusted EPS growth of 15% to 17%, and an adjusted operating margin up 170 basis points versus last year at the midpoint. Net sales growth is now expected at 1% to 2%, and the FX impact on operating profit is now approximately $(450) million. Year-to-date cash provided by operations was $2.3 billion, and total debt was $8.1 billion as of September 30, 2023.
Kimberly-Clark 8-K Report, Executive Changes (Sep 13, 2023)
Kimberly-Clark Corporation (NYSE: KMB) filed this Current Report on Form 8-K on September 13, 2023 under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers) and Item 9.01 (Financial Statements and Exhibits). The Board of Directors elected Deeptha Khanna, 47, as an independent member, effective immediately, and appointed her to the Board's Audit Committee. Her election increases the size of the Board from twelve to thirteen members. Ms. Khanna is Executive Vice President and Chief Business Leader, Personal Health, of Royal Philips, while also serving on the Philips Executive Committee. She will participate in the outside director compensation programs described under "Director Compensation" in the Corporation's revised proxy statement filed with the SEC on February 28, 2023. The filing attaches a news release (Exhibit 99.1) announcing her election. The release states that Chairman and CEO Mike Hsu cited her experience in strategy and transformation, innovation, and M&A, as well as her international expertise in CPG and the health sector. The release also notes prior roles at Johnson & Johnson (2015 to 2020) and 17 years at Procter & Gamble. The filing contains no financial results or guidance.
Kimberly-Clark 8-K Report, Financial Results (Jul 25, 2023)
Kimberly-Clark Corporation (NYSE: KMB) reported second-quarter 2023 results in an 8-K furnished under Item 2.02, attaching a press release dated July 25, 2023. Net sales were $5.1 billion (5,134 million), up 1 percent, with organic sales up 5 percent, driven by a 9 percent increase in price and a 3 percent decrease in volume. Changes in foreign currency exchange rates decreased sales by approximately 4 percent. Reported operating profit fell to $113 million from $621 million, reflecting a $658 million non-cash impairment of intangible assets, primarily related to the Indonesia business (Softex Indonesia) and Thinx. Diluted EPS was $0.30 on a reported basis, versus $1.29 a year earlier, and $1.65 on an adjusted basis, which the company said was up 23 percent. Gross margin improved 350 basis points to 33.7 percent, and adjusted gross margin rose 380 basis points to 34.0 percent, as higher net revenue realization and cost savings offset higher input costs of $30 million. Adjusted operating profit increased 17 percent, supported by $80 million in FORCE savings. For the first half, net sales were $10.3 billion, up 2 percent, with organic sales up 5 percent, and diluted EPS was $1.97 versus $2.84 a year earlier. Cash provided by operations was $1.4 billion year-to-date, compared with $944 million a year earlier, and total debt was $8.1 billion at June 30, 2023. Management raised its 2023 outlook: organic sales growth is now expected at 3% to 5% (previously 2% to 4%), and adjusted EPS growth at 10% to 14% (previously 6% to 10%). Net sales growth guidance is unchanged at 0% to 2%, and the effective tax rate range is 23% to 25%. The outlook excludes impairment charges, the net benefit from the sale of the Brazil tissue and K-C Professional business, and pension settlements.
Kimberly-Clark 8-K Report, Financial Results (Apr 25, 2023)
Kimberly-Clark Corporation reported first quarter 2023 results on April 25, 2023, under Item 2.02 of this Form 8-K, furnishing a press release as Exhibit 99.1. Net sales were $5.2 billion, up 2 percent, with organic sales up 5 percent, driven by a 10 percent increase in price and favorable product mix, partially offset by a 5 percent decrease in volume. Changes in foreign currency exchange rates decreased sales by approximately 4 percent. Gross margin improved by 340 basis points to 33.2 percent. Operating profit was $787 million versus $693 million a year earlier, and diluted earnings per share were $1.67, up 8 percent on a reported basis and up 24 percent on an adjusted basis compared with the prior year's adjusted EPS. The company raised its 2023 outlook for adjusted earnings per share growth to 6 to 10 percent, from the prior 2 to 6 percent, and now expects operating profit to rise low double digits, up from mid to high single digits. Input cost impact on operating profit is now expected to be $(100) to $(200) million, compared with $(200) to $(300) million previously. Organic sales guidance of 2% to 4% and net sales guidance of 0% to 2% were unchanged. The outlook does not reflect the pending sale of the company's tissue business in Brazil. Cash provided by operations was $613 million, compared with $204 million a year earlier, driven by higher operating profit and improved working capital. Capital spending was $201 million, and total debt was $8.5 billion at March 31, 2023, compared with $8.4 billion at the end of 2022.
Kimberly-Clark 8-K Report, Shareholder Vote Results (Apr 20, 2023)
Kimberly-Clark Corporation held its 2023 Annual Meeting of Stockholders on April 20, 2023. Stockholders elected all twelve of the Corporation's director nominees, ratified Deloitte & Touche LLP as independent auditors for 2023, approved named executive officer compensation on an advisory basis, and indicated a preference for annual advisory votes on executive compensation. The director elections drew varied support. Sylvia M. Burwell received 244,994,109 votes for and 1,713,047 against, and Michael D. Hsu received 234,358,790 for and 11,837,205 against. Dunia A. Shive received 239,540,218 for and 7,133,896 against. The auditor ratification received 280,008,923 votes for, 11,672,323 against and 792,702 abstentions. The advisory say-on-pay proposal received 232,096,882 votes for, 13,811,085 against and 1,425,171 abstentions, with 45,140,811 broker non-votes recorded on each director and advisory proposal. On the frequency vote, 241,974,182 shares favored an annual advisory vote on executive compensation, 556,418 favored every two years, 3,924,650 favored every three years, and 877,888 abstained. Based on these results, the Board of Directors determined that future advisory votes on executive compensation will be submitted to stockholders annually.
Kimberly-Clark 8-K Report, Corporate Update (Feb 16, 2023)
Kimberly-Clark Corporation issued $350,000,000 aggregate principal amount of 4.500% Notes due 2033 on February 16, 2023, under its effective shelf registration statement on Form S-3 (File No. 333-262635). The Corporation entered into an Underwriting Agreement dated February 13, 2023 with HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives of the several underwriters. The Notes were registered under the Securities Act of 1933 pursuant to the Shelf Registration Statement. The Notes were issued under the Indenture dated as of March 1, 1988, between the Corporation and The Bank of New York Mellon Trust Company, N.A. as trustee, as supplemented by the Tenth Supplemental Indenture dated February 16, 2023, with U.S. Bank National Association as successor trustee with respect to the Notes. The filing describes these agreements as summaries qualified in their entirety by the attached exhibits. The filing is a routine debt issuance disclosure under Item 8.01 (Other Events). It identifies the coupon, principal amount, underwriters, trustee arrangements and governing documents, but it does not disclose the use of proceeds, pricing or yield, or any change in the company's financial condition.
Kimberly-Clark 8-K Report, Financial Results (Jan 25, 2023)
Kimberly-Clark Corporation (NYSE: KMB) furnished this Item 2.02 Current Report to announce its year-end 2022 results and 2023 outlook through Exhibit 99.1, a press release dated January 25, 2023. For the fourth quarter of 2022, net sales were $4,964 million, even with the year-ago period, with organic sales up 5 percent. Diluted net income per share was $1.50 versus $1.06 in 2021, while adjusted earnings per share were $1.54, up 18 percent. For full-year 2022, net sales were $20,175 million, up 4 percent, with organic sales up 7 percent. Diluted net income per share was $5.72 versus $5.35, and adjusted earnings per share were $5.63, down 9 percent from $6.18. For 2023, the company expects net sales to increase 0 to 2 percent, including organic sales growth of 2 to 4 percent, and diluted earnings per share to increase 2 to 6 percent versus 2022 adjusted results. Management cited expected input cost increases of $200 to $300 million and currency effects that reduce operating profit by approximately $300 to $400 million. The outlook excludes the pending sale of the Brazil tissue business. The Board approved a 1.7 percent increase in the quarterly dividend to $1.18 per share, the 51st consecutive annual increase, with the first payment on April 4, 2023. Capital spending is guided at $800 to $900 million and share repurchases at $100 to $150 million, subject to market conditions. Full-year 2022 cash provided by operations was $2,733 million, and total debt was $8.4 billion at year-end 2022 compared with $8.6 billion at year-end 2021.
Kimberly-Clark 8-K Report, Financial Results (Oct 25, 2022)
Kimberly-Clark Corporation reported third quarter 2022 results on October 25, 2022, under Item 2.02 of this Form 8-K, furnishing a press release (Exhibit 99.1) for the period ended September 30, 2022. Net sales were $5.1 billion, up 1 percent versus the prior year, including organic sales growth of 5 percent. Diluted net income per share was $1.38 in 2022 compared with $1.39 in 2021, while third quarter adjusted earnings per share were $1.40, down 14 percent from $1.62. Operating profit was $655 million versus $657 million a year earlier, and the company cited $360 million of higher input costs as a headwind. For full-year 2022, the company continues to target organic sales growth of 5 to 7 percent and expects adjusted earnings per share at the lower end of its $5.60 to $6.00 range. Diluted net income per share guidance is $5.67 to $6.10. Foreign currency is now expected to reduce net sales by 3 to 4 percent, and capital spending guidance was lowered to $0.9 to $1.0 billion from $1.0 to $1.1 billion. Management said it is progressing on restoring margins over time and saw sequential margin improvement in the quarter. Year-to-date, net sales were $15.2 billion, up 5 percent, with organic sales up 8 percent. Year-to-date adjusted operating profit was $1,905 million versus $2,225 million in 2021, and total debt was $8.6 billion as of September 30, 2022, unchanged from year-end 2021. Non-GAAP adjustments in 2022 include a net benefit from the acquisition of a controlling interest in Thinx and pension settlement charges.
Kimberly-Clark 8-K Report, Executive Changes (Sep 15, 2022)
Kimberly-Clark Corporation filed this Current Report on Form 8-K on September 15, 2022 under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers). The filing reports that on September 13, 2022, the Management Development and Compensation Committee of the Board of Directors approved the Kimberly-Clark Corporation Voluntary Deferred Compensation Plan, under which eligible key employees selected by the Committee or the Chief Executive Officer may defer a portion of their compensation. Under the Plan, participants may defer up to 50% of base salary and up to 90% of their annual performance bonus. Participants may make investment elections from notional investment options designated by the Plan administrator, and there is no employer match or similar contribution. Plan obligations are general unsecured and unfunded obligations of the Corporation. An irrevocable rabbi trust may be established at the administrator's discretion, but its assets remain subject to creditors in insolvency or bankruptcy. The Board may terminate or amend the Plan, though amendments may not reduce the vested value of existing participant accounts. The filing contains no financial results or quantified financial impact. Its only exhibit is the Plan document itself (Exhibit 10(d)), along with the XBRL cover page exhibits.
Kimberly-Clark 8-K Report, Financial Results (Jul 26, 2022)
Kimberly-Clark Corporation reported second quarter 2022 results in Exhibit 99.1, a press release dated July 26, 2022. Net sales were $5.1 billion, up 7 percent from the year-ago period, including organic sales growth of 9 percent driven by net selling prices rising 9 percent. Diluted net income per share was $1.29 in 2022 versus $1.19 in 2021, while adjusted earnings per share were $1.34, down 9 percent from $1.47. Operating profit was $621 million compared with $613 million, and results were affected by $405 million of higher input costs. Cash provided by operations was $740 million, up from $565 million, driven by lower tax payments and reduced use of cash for working capital. For full-year 2022, the company now targets organic sales growth of 5 to 7 percent, up from the prior 4 to 6 percent outlook, and expects foreign currency exchange rates to be unfavorable by approximately 3 percent. Diluted net income per share is expected to be $5.67 to $6.10, and adjusted earnings per share guidance of $5.60 to $6.00 was maintained. The company stated that, given the current cost outlook, it expects to be at the lower end of the adjusted EPS range. Key cost inputs are now expected to increase $1.4 to $1.6 billion, up from the previous estimate of $1.1 to $1.3 billion, with pulp, other raw materials, distribution and energy cited as elevated. For the first six months, net sales were $10.2 billion, up 7 percent, and diluted net income per share was $2.84 versus $2.92 a year earlier. Adjusted diluted EPS for the six months was $2.69 compared with $3.27. Total debt was $8.7 billion at June 30, 2022.
Kimberly-Clark 8-K Report, Shareholder Vote Results (Apr 27, 2022)
Kimberly-Clark Corporation held its 2022 Annual Meeting of Stockholders on April 27, 2022, and this Form 8-K reports the final voting results on the three matters submitted to a vote. Stockholders elected all of the Corporation's director nominees, ratified Deloitte & Touche LLP as independent auditors for 2022, and approved the compensation of the named executive officers on an advisory basis. All 13 director nominees received substantially more votes "For" than "Against" or "Abstentions." Sylvia M. Burwell received 242,847,747 votes for and 1,346,310 against, while Robert W. Decherd drew the most opposition among the nominees, with 14,867,458 votes against and 229,272,521 for. Broker non-votes were 46,181,697 for most director nominees and 46,187,697 for Michael D. White. The auditor ratification received 276,629,216 votes for, 13,540,083 against and 729,529 abstentions. On the advisory say-on-pay proposal, stockholders cast 228,371,768 votes for, 14,917,357 against and 1,428,006 abstentions, with 46,187,697 broker non-votes. This filing reports the voting outcomes only and does not describe any changes to governance or compensation programs.
Kimberly-Clark 8-K Report, Financial Results (Apr 22, 2022)
Kimberly-Clark Corporation (NYSE: KMB) reported first quarter 2022 results on April 22, 2022, with net sales of $5.1 billion, up 7 percent from the year-ago period, including organic sales growth of 10 percent. Diluted net income per share was $1.55 in 2022 versus $1.72 in 2021, but adjusted earnings per share fell to $1.35 from $1.80, down 25 percent. The company cited $470 million of higher input costs, driven by pulp, polymer-based materials, distribution and energy, as the main drag on profitability. Operating profit was $693 million versus $770 million a year earlier, and adjusted operating profit was $629 million versus $804 million, with the 2022 GAAP figure benefiting from a net gain tied to the Thinx acquisition. The company raised its full-year 2022 organic sales growth outlook to 4 to 6 percent from 3 to 4 percent, and now expects net sales to rise 2 to 4 percent. It nonetheless projects adjusted earnings per share of $5.60 to $6.00 and expects adjusted operating profit to decline by low to mid-single digits percent. Key cost inputs are now expected to increase $1.1 to $1.3 billion, up from the prior estimate of $750 to $900 million, signaling continued margin pressure. In the quarter, Kimberly-Clark completed the acquisition of a majority and controlling share of Thinx Inc. for total consideration of $181 million, which produced a nonrecurring non-cash gain on remeasurement of its previously held equity investment. Total debt was $9.1 billion at March 31, 2022, and cash provided by operations fell to $204 million from $321 million.